Sec Form 13D Filing - Reedy Creek Investments LLC filing for Novan Inc. (NOVN) - 2021-01-06

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Donald R. Parker

Reedy Creek Investments LLC

100 Matrix Drive, Box 8000

Cary, North Carolina 27513

(919) 677-8000

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

EXPLANATORY NOTE

This Amendment No. 4 (the “Amendment No. 4”) to Schedule 13D relating to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Novan, Inc., a Delaware corporation (“Novan” or the “Issuer”), is filed to amend certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2018, as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on March 13, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on April 2, 2020, and Amendment No. 3 to the Schedule 13D filed with the Commission on June 18, 2020 (as so amended, the “Schedule 13D”) on behalf of each of (i) Reedy Creek Investments LLC (“Reedy Creek”), (ii) Donald R. Parker, (iii) James H. Goodnight Management Trust (the “Trust”), and (iv) James H. Goodnight (collectively, the “Reporting Persons”).  Except as set forth in this Amendment No. 4, all Items in the Schedule 13D are unchanged.

Item 4.                          Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On October 30, 2020, the Issuer filed a Quarterly Report on Form 10-Q (the “Form 10-Q”) with the Commission reporting that, as of October 26, 2020, 141,513,791 shares of its Common Stock were outstanding. This number of outstanding shares of the Issuer’s Common Stock reflected an increase since the Reporting Persons filed Amendment No. 3 to the Schedule 13D, resulting in a decrease to the percent of outstanding Common Stock beneficially owned by the Reporting Persons.

Item 5 is hereby amended and restated as follows:

Percentages are calculated based on 141,513,791 shares of Common Stock outstanding as of October 26, 2020, as reported in the Form 10-Q.

(a) & (b) Amount and Nature of Beneficial Ownership Reported.

As of the date hereof, Reedy Creek may be deemed to beneficially own, in the aggregate, 7,894,736 shares of Common Stock, for which Reedy Creek shares voting and dispositive power, consisting of 3,947,368 shares of Common Stock held directly and Warrants to acquire 3,947,368 shares of Common Stock held directly, which represents approximately 5.4% of the shares of Common Stock.

Reedy Creek owns 11.38% of Malin Corp plc, which in turn owns 100% of Malin Life Sciences Holdings Limited (“MLSHL”), which beneficially owns 2,598,485 shares of Common Stock, as reported in a Form 4 filed with the Securities and Exchange Commission on July 2, 2019. Reedy Creek disclaims beneficial ownership of the shares of Common Stock held by MLSHL.

As of the date hereof, Donald R. Parker may be deemed to beneficially own, in the aggregate, 7,902,936 shares of Common Stock, consisting of 5,000 shares of Common Stock held directly, for which Mr. Parker has sole voting and dispositive power; 3,200 shares of Common Stock held by certain minor custodial accounts for which Mr. Parker is the sole custodian, for which Mr. Parker has sole voting and dispositive power; and 3,947,368 shares of Common Stock and Warrants to acquire 3,947,368 shares of Common Stock held by Reedy Creek, for which Mr. Parker shares voting and dispositive power, which collectively represents approximately 5.4% of the shares of Common Stock.

As of the date hereof, the Trust may be deemed to beneficially own, in the aggregate, 4,858,298 shares of Common Stock, for which the Trust shares voting and dispositive power, consisting of 2,429,149 shares of Common Stock and Warrants to acquire 2,429,149 shares of Common Stock held by Reedy Creek, which represents approximately 3.4% of the shares of Common Stock.

As of the date hereof, James H. Goodnight may be deemed to beneficially own, in the aggregate, 4,858,298 shares of Common Stock, for which Dr. Goodnight shares voting and dispositive power, consisting of 2,429,149 shares of Common Stock and Warrants to acquire 2,429,149

shares of Common Stock held by Reedy Creek, which represents approximately 3.4% of the shares of Common Stock.

(c)            Recent Transactions.

The Reporting Persons have not effected any transaction in the sha res of Common Stock during the past 60 days.

(d)            Certain Rights to Receive Dividends or Direct Sale Proceeds.

Except as set forth in the Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by the Schedule 13D.

(e)            Ownership of Five Percent or Less of Class.

Not applicable.

SIGNATURE

Dated:  January 6, 2021